Top Tier Capital Partners LLC

Item 5 – Fees and Compensation

Client Funds

The Client Funds managed by TTCP have varying fee schedules which are defined by the funds’
limited partnership agreements and other Governing Documents. Management fees generally
range from 0.5% to 1.25% annually of investor subscriptions. Generally, after an initial period of
five to eight years, the fees for the Client Funds decrease annually until the expiration of a fund
term, which is typically eight to fifteen years from inception, or as otherwise extended in keeping
with the governing documents of the fund. Management fees are generally due from investors
on a quarterly basis in advance, but in some instances, fees are deducted directly from the Client
Funds consistent with relevant Governing Documents.

In addition to TTCP’s management fees, Carried Interest (as defined below), and other expenses
outlined in the Client Funds’ governing documents, the Client Funds pay management fees,
Carried Interest, and other expenses to the general partners of the underlying private limited
partnerships in which the Client Funds are invested.

The terms of the compensation paid to TTCP is generally set forth in the Client Fund limited
partnership agreement or Side Letters with specific investors that can provide that investors with
larger invested amounts are charged lower fees based on the amount invested. Additionally, the
fees borne by investors of different Client Funds that invest in parallel sometimes differ. The
terms of such separate agreements, commonly referred to as “side letters” or other similar
agreements (each a “Side Letter”), are entered into by TTCP on a voluntary or negotiated basis
without notice or approval of other investors. The terms of such Side Letters vary by investor but
may include, and in some cases do include, but are not limited to, those relating to “most favored
nation” status, transparency, information rights, board observer rights, reductions in
management fees, expenses allocated to such investor, revenue sharing, Carried Interest,
investor distributions, liquidation rights, indemnification and exculpation or other preferential
terms, such as access to co-investment opportunities. No Side Letter provided to an investor will
necessarily entitle any other investor (who does not otherwise also have in place a Side Letter)
to the rights granted in such Side Letter.

The Client Funds incur operating, brokerage, and transaction-related costs (see Item 12,
Brokerage Practices) which may be advanced by TTCP or its affiliates (directly or indirectly with
subscription-based credit facilities) and subsequently reimbursed by the Client Funds from fund
assets or from amounts called from investors.

The Client Funds may also pay a performance-based fee which is described in further detail in

Item 7 – Types of Clients
As described in Item 4 - Advisory Business, TTCP’s clients are the Client Funds and SMA Clients.
These vehicles may include investment partnerships or other investment entities formed under
domestic or foreign laws and operated as investment pools that are exempt from registration
under the Investment Company Act of 1940, as amended.

The investors in TTCP’s Client Funds and SMA Clients generally represent a cross-section of
corporate and public pension funds, endowments, banks, insurance companies, large family
offices, and other U.S. and international institutions and may also include, directly or indirectly,
principals or other employees of TTCP or its affiliates.

Each private Client Fund generally has a minimum investment requirement of $5 million to $10
million as outlined in the relevant Governing Documents, which may be waived at the discretion
of the fund manager acting on behalf of the general partner. The limited partnership interests in
the Client Funds are offered only to investors that qualify as both “accredited investors” (as
defined in Regulation D under the Securities Act of 1933, as amended) and “qualified clients”
(under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”)).
Certain Client Funds are offered only to investors that also qualify as “qualified purchasers”
(under Section 2(a)(51) of the Investment Company Act of 1940, as amended).